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Board of Trustees

List of 1996 Resolutions

Resolution 96-01 ISOC By-Laws changes relating to Charter member issues and agreements

• RESOLVED, that the By-Laws of the Society shall be and hereby are amended as follows:
  1. Article II, Section 2 is replaced by the following:

  Section 2. The Board of Trustees is authorised from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society (as defined in Article VI, Section 3, Clause (1), of these By-Laws), such that the total number of Trustees shall not exceed twenty.

  The President shall serve ex-officio as a non-voting Trustee.

  With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.

  Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be fill by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.

  All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

  The Board shall seek to among the Trustees representative individuals from industry, from educational and nonprofit organisations and from government. The Board may also make such arrangements as it deems appropriate for the terms of Trustees to be staggered. A Trustee may serve additional terms provided that the number of successive terms shall not exceed two, except that service as an appointed Trustee prior to July 1995 shall not be counted in this computation.

  1. In Article II, Section 10, second sentence, delete the phrase "... and in Article VI, Section 2 (1)(c) relating to Charter Members,..."
  2. In Article V, delete sub-Section 2(1) in its entirety and renumber sub-Sections 2(2) and 2(3) accordingly.
  3. In Article VI, Section 1, replace the entire section with the following text:

  Section 1. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal Tax Code.

  1. In Article VII, Section 1, delete the phrase "..; provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members."
  2. In Article IV, Section 5, replace the entire section with the following text:

  Section 5. The President shall serve ex-officio as a non-voting member of the Board of Trustees.

Resolution 96-02 ISOC By-Laws changes relating to Charter member issues and agreements

• RESOLVED, that the By-Laws of the Society shall be and hereby are amended as follows:
  1. In Article II, Section 1, sentence 1, remove the phrase: "... (excluding any non-voting Trustees)..."
  2. In Article II, Section 1, remove the second sentence: "The persons designated in the Articles of Incorporation as Initial Trustees shall hold office until such time as their respective successors are appointed or elected and qualify." in its entirety
  3. In Article II, Section 1, strike the word "thereafter" from the sentence which reads: "Each Trustee appointed or elected thereafter shall hold office...", to read: " Each Trustee appointed or elected shall hold office...".
  4. In Article II, Section 10, replace sentence 1 in its entirety to read:

  At all meetings of the Board, a majority of the voting members of the Board of Trustees then in office shall constitute a quorum for the transaction of business and the act of the majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board.

Resolution 96-03. Offer of Position of President and CEO

• RESOLVED, that Donald Heath shall be offered the position of President and Chief Executive Officer of the Internet Society. The Chair, working with the Executive Committee is authorized to negotiate and sign, on behalf of ISOC, an employment contract with Heath.

Resolution 96-04. IAB Nominations

• RESOLVED, that the Board accept the IETF Nominations Committee nominations for membership of the Internet Architecture Board:
• Steve Bellovin
  Brian Carpenter
  Jon Crowcroft
  Robert Elz
  John Klensin
  Radia Perlman

Resolution 96-05. International Top Level Domains

• RESOLVED, that the Board of Trustees of the Internet Society endorse in principle the proposal "New Registries and the Delegation of International Top Level Domains", dated June 1996 by Jon Postel, and approve the role assigned to the Internet Society in this proposal. The Board authorises Postel, in his IANA role, to refine the proposal to include a business plan for review and approval by the Board.

Resolution 96-06. INET'97 Arrangements

• RESOLVED, that the Board of Trustees of the Internet Society endorse the proposal to host INET'97 in Kuala Lumpur, Malaysia and MIMOS as the local host, subject to the conclusion of an agreement with ISOC that is approved by the President of ISOC.

Resolution 96-07. 1997 ISOC Nomination and Trustee Election Committee Timetable

• RESOLVED, that the Board of Trustees adopt a timetable for the 1997 Trustee nominations and election process in accordance with the procedures of Resolution 94-19, commencing with the opening of the Nominations period on November 1 1996. The timetable to be adopted is as follows:
  • November 1, 1996 Nominations Period Opens
  • November 30, 1996 Nominations Period Closes
  • December 9, 1996 Nominations Committee Announcement
  • January 13, 1997 Petition Period Closes
  • January 14, 1997 Candidate Announcement
  • January 29, 1997 Election Period Opens - Ballots posted
  • April 21, 1997 Election Date
  • April 22, 1997 Challenge Period Opens
  • May 1, 1997 Elections Committee Certifies Result
  • May 11, 1997 Challenge Period Closes
  • May 31, 1997 ISOC Response to Challenge Period Closes
  • June 23, 1997 1997 ISOC Board of Trustees Annual General Meeting

Resolution 96-08. ISOC Board of Trustees Internal Procedures

• RESOLVED, that the Board of Trustees adopt the following procedures:

  1 Board of Trustees Meetings

  The basic working procedures for the BoT are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of such meetings.

  1.1 Agenda Items for Board of Trustee Meetings

  Any ISOC Board member may demand an item to be included in the agenda. Items from other sources may be included at the discretion of the ISOC Chairman.

  Where a decision is requested a written proposal must be supplied either on paper or electronically.

  Agenda items and documents for inclusion in those items must be in the hands of the ISOC Secretariat at least four weeks before the meetings. Agenda items and documents received after that date will only be included at the discretion of the ISOC Chairman.

  The Agenda and documents or a meeting will be dispatched by both post and by electronic mail to all ISOC Trustees and ISOC staff members taking part in the meeting three weeks before the meeting.

  Unless otherwise marked the agenda and all documents are in the public domain.

  The agenda will contain the standing items:

  • Minutes of last meeting and matters arising
  • President's report
  • Conference report
  • Publication report
  • Finance
  • Elections if any
  • Items submitted by members

  1.2 Minutes of Board of Trustee Meetings

  The Secretary shall produce minutes of a meeting as soon after the meeting as possible. After approval by the ISOC Chairman the minutes shall be circulated electronically to the ISOC-BoT list for correction. Normally, this circulation should take place no later than two weeks after the meeting. Three weeks after circulation and after any corrections to the minutes will be frozen as "draft". The minutes will be approved at the subsequent Board of Trustees meeting.

  Reports of the meeting based on the minutes, but excluding any personal matters or matters which may prejudice ISOC contractual negotiations, will be published as soon as the draft, respective final minutes are available.

  1.3 Content of minutes of Board of Trustees Meetings

  Minutes will normally consist of a record of the decisions taken by the Board of Trustees and comments explicitly requested by members for inclusion. The minutes will contain an action list with names responsible for the actions.

  1.4 Publication of minutes and papers of Board of Trustees Meetings

  All minutes and papers will be catalogued and held electronically, where this is possible, in a suitable database. Access to all papers, except those deemed to be confidential by the Board of Trustees, will be freely available.

  Where possible papers will be drawn up in accordance with ISOC1.1993, Guidelines for the production of ISOC documents.

  1.5 The Chairman of the Board of Trustees Meeting

  The Chairman of the meeting will be the ISOC Chairman of the Board or in his absence the ISOC President or n his absence a Vice-President, or in their absence the Secretary, or in their absence the Treasurer.

  1.6 Closed sessions of the Board of Trustees Meetings

  When an item to be discussed is likely to result in the disclosure of financial, personal or other sensitive information, which may prejudice ISOC contractual negotiations, it is at the discretion of the Board to declare the session close to participants other than Board members.

  2 Election procedures

  The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.

  2.1 Officers to be elected

  • Chairman
  • Vice-Presidents
  • Treasurer
  • Secretary

  in this order.

  2.2 Nominations

  Nominations must be from a Trustee in writing or by electronic mail.

  Nominations will close immediately before the agenda item for the election. Nominations must be submitted to the ISOC staff in charge of the meeting. A nomination will only be valid if the candidate declares in writing or by electronic mail that he/she is willing to take office if elected.

  A candidate who fails to be elected for a post may be nominated for a subsequent post.

  2.3 Voting

  If there is only one candidate for a position, this candidate will be declared elected.

  If there are two candidates, an election will be necessary. A simple majority will elect one candidate. In the event of a tie, the chairman of the meeting will have the tie-breaking vote.

  If there are more than two candidates, and if no candidate has an absolute majority of votes cast then the candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called.

  Voting will be by secret ballot. The ISOC staff and a person appointed by the Board will act as tellers.

  3 Electronic distribution lists

  3.1 Board of Trustees

  Board members, observers appointed by the ISOC Advisory Council, Officers and members of ISOC staff may be members of the ISOC-BoT list.

  The list shall be regarded as confidential.

  3.2 Executive

  Executive members and the ISOC President/CEO may be members of the ISOC-EXEC list.

  The list shall be regarded as confidential.

  4 Electronic Voting

  In order to do business between meetings the following procedures for electronic voting have been decided.

  4.1 Call for a vote

  Any Trustee can at any time submit a proposal for electronic voting and act as "Vote Administrator (VA)".

  4.2 The Proposal

  The VA poses the proposal to the Board of Trustees and gives a time limit for initial comment (typically two weeks).

  4.3 Amended proposals

  At the close of that limit, or more frequently if comments are substantial, the VA recasts the proposal in light of what he sees as an emerging consensus and items for continuing discussion. As long as, in the judgement of the VA, new information is emerging from the discussions, the issue will be periodically restated with a new time limit for response.

  4.4 Closure for voting

  When it is the judgement of the VA that further discussion on the issue is not meaningful, or at the request of a trustee, the proposal is called for electronic voting with a dead-line for voting. Votes must be sent to the BoT list so that all trustees can audit the outcome.

  4.5 Requirements

  For an electronic vote to be conclusive, the vote of the majority of the trustees must be received. It is up to the VA to make sure that the majority votes (this may require phone calls, etc.).

  4.6 Voting options

  The electronic voting options are: Yes/No/Abstention/Veto. The veto option is to be selected by a trustee if he determines that the issue has not been vetted to his satisfaction and therefore wishes to reopen discussion.

  4.7 Results of a veto

  Upon a veto, the in-progress electronic vote is cancelled and the process reverts to the discussion stage or is referred to an in-person meeting at the VA's discretion.

  4.8 Change of vote

  Up to the time the VA has announced the result, any member may change his vote, including a veto.

  4.9 Result

  Upon resolution of an electronic vote (closure or referral to an in-person meeting), the VA will state the issue and the result to the ISOC Secretary for recording in the relevant minutes.

  4.10 Conditions for positive vote

  A proposal is accepted if the majority of the trustees give a positive vote. For decisions where a larger majority is required by the ISOC By-Laws, that rule will prevail.

  4.11 Ratification

  Decisions will be placed on the agenda of the next Board of Trustees meeting for ratification, unless the unanimous written consent of the Trustees has been obtained. Unless unanimous written consent is obtained the electronic vote has no binding force and no consequent irreversible actions can be taken by the Society.

Resolution 96-09. ISOC Board of Trustees Election Procedures

• RESOLVED, that the Board of Trustees amend the procedures for Trustee elections as documented in Resolution 94-12 to the effect that only the vote counts of the elected candidate Trustees and the total vote count be published, while all candidates and the Board of Trustees be provided with the full details of the election result.

Resolution 96-10. Emeritus Trustees

• RESOLVED, that the Board of Trustees declare retiring Trustees as Emeritus Trustees for a period of 12 months following the Trustee's stepping down as a member of the Board.

Resolution 96-11. Adoption of POISED Documents

• RESOLVED, that the Board accept the POISED Documents: The Organisations Involved in the IETF Standards Process, IAB and IESG Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees, and The Internet Standards Process -- Revision 3, and accept the responsibilities of ISOC as described in these documents.

Resolution 96-12. Support of the IETF

• RESOLVED, that ISOC confirms that the support of the IETF is the priority activity with respect to ISOC expenditure on activities.

Resolution 96-13. 1997 ISOC Budget

• RESOLVED, that the Board accepts the 1997 Budget. The Board notes provision for financial support for IETF activities to a budgeted expenditure level of USD 350,000. Total budget expenditure is USD 4,948,200, and income USD 5,031,176, with a budgeted net operating surplus for the year of USD 82,976.

Resolution 96-14. Use of the term "Internet Society"

• RESOLVED, that the term "Internet Society" and its logo should be used exclusively by the Internet Society and its duly authorised affiliated bodies. The Board authorises the ISOC Secretariat to take appropriate actions to implement this policy.

Resolution 96-15. Electronic return of Election Ballots

• RESOLVED, that ISOC Board Resolution 94-19 be amended to allow the inclusion of electronic and fax return of election ballots as a valid return of the voting ballot.

Resolution 96-16. Signature of Candidate Petitions

• RESOLVED, that the Board amends the Procedures for Nominations and Election of Trustees to allow the use of a member's name and email address as a valid signature for the purposes of signing a petition to support a petition candidate, subject to verification where the petition candidate achieves the necessary quota.

Resolution 96-17, ISOC Advisory Council Charter

• RESOLVED, that the Board approves the ISOC Advisory Council Charter.